Terms and Conditions of Contract

IPSOS (PTY) LTD - TERMS AND CONDITIONS OF CONTRACT

Reference is made to the attached sales order (the "Sales Order") between Client and Ipsos for the provision of market research services or other related services (the "Research") identified in the Sales Order and any proposal or other similar document issued by Ipsos relating thereto (the "Proposal"). The general terms and conditions below (the "Ts & Cs"), the Sales Order and the description, and other specifications of the Research identified in the Proposal shall be collectively referred to herein as the "Agreement".

DEFINITIONS AND INTERPRETATION

In these Ts & Cs, unless the context otherwise requires, the following definitions shall apply:

"Client" means the person or entity whose request for the Research is accepted by Ipsos.

"Ipsos (Pty) Ltd" means Ipsos Proprietary Limited.

“Research Findings” means the presentations, reports, data or other results of the Research identified in the Sales Order and specifically prepared by Ipsos for the Client.

“Confidential Information” means all information relating to the intellectual property and business practices of either party including, without limitation: (i) information relating to research and development, methodologies, processes, know-how, specifications; and (ii) business plans, financial information, products, services, costs, sources of supply, strategic advertising and marketing plans, customer lists, pricing methods, project and commercial proposals (including the Proposal and the Sales Order and any information contained in these documents), personnel, and business relationships.

CONTRACT

1. Estimates and proposals issued to the Client by Ipsos may be withdrawn or varied at any time and, unless otherwise specified, shall be automatically withdrawn after 30 days.

2. All work undertaken by Ipsos is subject to these Ts & Cs unless otherwise agreed in writing. All Sales Orders shall be governed by these Ts & Cs. The Client acknowledges and agrees that no other document, in particular its own general conditions of purchase or specific conditions of sale, shall prevail over the Ts & Cs unless it has been expressly agreed by Ipsos.

3. Any changes to the specifications or scope of the Agreement must be agreed in writing by the parties and may result in changes to the costs and timings proposed.

PRICE AND PAYMENT

4. The price of the Research shall be the fee quoted and confirmed in the Sales Order. All fees quoted exclude Value Added Tax and/or any other required taxes or duties. All prices are subject to a ±10% cost contingency.

5. Additional costs (including without limitation travel and lodging) and expenses (including without limitation honoraria and focus group facility and moderator expenses) incurred by Ipsos for the needs of the Research, or third-party pass-through expenses, which are not included in the price quoted or which could not be anticipated at the date of the Sales Order, shall be reimbursed to Ipsos by the Client. Claims for all such costs and expenses will be submitted to the Client with receipts. The client will be required to approve all such expenses in advance.

6. Unless otherwise agreed in writing, the fee of the Research will be invoiced in two parts. 70% will be invoiced when the Client commissions

the Research and 30% (along with any costs and expenses incurred) will be invoiced on despatch or presentation of the Research Findings, whichever is the sooner, except for Research consisting of tracking surveys or other long-term surveys, in which case Ipsos will define different project phases in the Sales Order and will invoice Client the full amount of the fees corresponding to each phase at the beginning of each such phase. Ipsos also reserves the right to require the entire fee to be paid in advance.

7. The fee is payable by the Client in full within thirty (30) days of date of invoice. All payments shall be made in full without deduction in respect of any set-off or counterclaim. Unless specific alternative terms have been agreed in the Sales Order, Invoices not paid within thirty (30) days, or such number of days provided for in the Sales Order or Proposal, after the invoice date shall bear interest at a rate of one and one-half per cent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, such interest to be calculated from the end of the thirty (30) days until all past due amounts have been paid.

8. If the Client fails to make any payment thirty (30) days after the due date, then without prejudice to any other right or remedy available to Ipsos, Ipsos shall be entitled to:

• terminate the Agreement or, in the alternative, suspend any further services to the Client until such amounts have been paid;
• appropriate any payment made by the Client to such of the Research (or the research supplied under any other contract between the Client and Ipsos) as Ipsos may think fit;

9. Payments will be in the currency specified in the Sales Order. If the Sales Order specifies that Ipsos shall invoice in a currency other than its national currency, then Ipsos shall have the right to increase all fees under the applicable Sales Order if, on the date of invoice the rate of exchange of the two currencies has changed so that the value of the currency specified in the invoice compared to the national currency of Ipsos has increased by more than one per cent (1%) from the date of the Sales Order. The adjustment shall fully compensate Ipsos for the increase in the value of the currency invoiced compared to its national currency.

10. Ipsos reserves the right by giving notice to the Client at any time before delivery to increase the price of the Research (or any related out of pocket expenses) to reflect any increase in the cost to Ipsos, which is due but not limited to any factor beyond the control of Ipsos, including, but not limited to any request by Client for a change in delivery dates, quantities, specifications or scope of the Research, any delay caused by instructions of the Client, failure of the Client to give Ipsos accurate information or instructions, or any changes in the law.

EARLY TERMINATION OR POSTPONEMENT OF RESEARCH BY CLIENT

11. In the event of Research being cancelled by the Client after commissioning but before commencement of fieldwork, Ipsos will impose a cancellation charge of up to 25% of the total quoted fee, or the actual fees and expenses incurred by Ipsos up to the effective date of termination, together with any unrecoverable third-party costs incurred. In the event of cancellation after the commencement of fieldwork Ipsos reserves the right to charge the full fee. If Client delays or postpones the Research, Client shall pay for any documented unrecoverable costs incurred by Ipsos as a result of such delay or postponement.

RESEARCH OBLIGATIONS

12. All Services performed pursuant to the Agreement shall be rendered in accordance with all generally accepted professional industry standards and practices applicable to the advertising and marketing research industry including, without limitation, the International Code of Marketing and Social Research Practice issued by SAMRA and ESOMAR. Ipsos is accredited to the quality standards ISO 9001, ISO 20252 and ISO 27001, details of which are available on request.

13. Whilst Ipsos will use all reasonable endeavours to deliver the Research within the agreed timing, under no circumstances will it be responsible for any delays.

14. From time to time, Ipsos may, where appropriate, subcontract work on the Research to one of its approved suppliers or to an affiliate.

15. Where the sample is drawn from computerised lists of names and addresses supplied by the Client, the Client warrants that it has verified the Information and that the database may be used for research purposes, as required under the Protection of Personal Information Act, 2013. It is the responsibility of the Client to complete the appropriate registration formalities so that Ipsos has the right to process any personal data and to prove that individuals have given their consent to be contacted for research purposes. Ipsos accepts no liability whatsoever for any loss or penalty suffered or incurred by the Client failing to fulfil the requirements of the Protection of Personal Information Act, 2013 and the Client agrees to indemnify Ipsos from and against all claims and liabilities arising out of any such breach or failure. Under no circumstances will Ipsos disclose information regarding respondents that will make them personally identifiable except as permitted by and in accordance with law and professional codes of conduct.

16. Where a requirement is made to the Client under the Protection of Personal Information Act, 2013 to access information from the Client, which was obtained via Ipsos, then the Client will (a) inform Ipsos of full details of such request as soon as is reasonably possible, and (b) consult with and take into account the views of Ipsos. Ipsos reserves the right to pass onto the Client its reasonable and evidenced expenses incurred in connection with assisting the Client deal with information requests received under such legislation.

CONFIDENTIALITY

17. Neither party receiving Confidential Information from the other party shall (i) use Confidential Information received from the other party under this Agreement for any purpose other than to fulfil its obligations under this Agreement; (ii) disclose such Confidential Information to any third party, except for those of its employees with a need to know the information in order to perform their obligations hereunder and provided that they are made aware of and agree to be bound by the obligations of confidentiality contained herein. The receiving party further agrees to use the same degree of care in safeguarding the confidential information as it uses for its own information, but in no event less than a reasonable degree of care. Upon written request, the receiving party shall return all Confidential Information to the disclosing party.

18. The obligation of confidentiality, however, shall not apply to information which: (i) is, at the time of receipt or dissemination, or thereafter becomes generally available to the public; (ii) the receiving party possessed at the time of receipt thereof from the disclosing party, and was not acquired directly or indirectly from the disclosing party; (iii) is acquired or rightfully received and without confidential limitation by the receiving party from a third party; (iv) is independently developed by the receiving party without breach of this Agreement; or (v) is required to be disclosed pursuant to court order or law requirement, provided that receiving party first gives the disclosing party reasonable notice of such court order or law requirement and an opportunity to oppose and/or attempt to limit such production.

19. Notwithstanding the foregoing, Client acknowledges and agrees that certain Research may require Ipsos to expose, reveal, disclose or describe Client’s confidential information, including, without limitation, new concepts, products, services, advertising campaigns or designs, to survey respondents ("Concept Testing"). Client hereby waives and releases Ipsos from and against any and all Claims resulting from or related to Ipsos disclosure of Client’s confidential information to survey respondents in connection with Concept Testing.

INTELLECTUAL PROPERTY RIGHTS

20. Ipsos retains full ownership and intellectual property rights in all techniques, models, processes, tools, methodologies and know-how, (including without limitation all databases, computer programs and software, processes, formulae, tools, models, algorithms and products, proposals, survey questionnaires, data files and other forms used in the fieldwork) that are used, created or developed in connection with the Research (“Ipsos IP”).

21. The Client may be supplied with normative data to assist with their interpretation of the Research. Ipsos retains full intellectual property rights over such data, which may not be passed on to any third parties.

22. Notwithstanding the foregoing, to the extent that the Agreement specifies that the Research include syndicated research services and/or any deliverables will comprise syndicated research reports (“Syndicated Research Findings”): (i) Ipsos shall at all times retain sole and exclusive ownership rights in the Syndicated Research Findings as well as all Ipsos IP; (ii) Client may not sell, distribute, copy or reproduce in full or in part any of the Syndicated Research Findings, without authorisation from Ipsos, which Ipsos may withhold in its sole discretion; and (iii) this Agreement constitutes a revocable, non-exclusive license from Ipsos to Client to use the Syndicated Research Findings solely for internal purposes, subject at all times to the ownership rights of Ipsos set forth herein.

23. Neither the Client nor Ipsos shall have the right to use the other’s trademarks without prior written consent, except for the purposes of Ipsos marketing purposes or promotional materials, including on the Ipsos website.

USE OF RESEARCH FINDINGS

24. Original copyright or other intellectual property rights in the Research Findings shall, subject to the restrictions set out in clauses 25 and 27, be owned by the Client. Notwithstanding the foregoing, no proprietary or other rights to the Research Findings shall pass to the Client until the receipt by Ipsos of payment in full of fees due in respect of the Research.

25. The use of the Research Findings by the Client is limited as follows:

• If Client or its agents wish to publish the Research Findings in the public domain including, without limitation, in advertising, marketing or promotional materials, press releases or press conferences, it must come to a written agreement with Ipsos on the form and content of the disclosure.
• The Research Findings shall not be used or presented in a misleading or illegal manner, or in any manner which would adversely impact upon the reputation or goodwill of Ipsos, and Ipsos reserves the right to publish a correction in the event of such use or presentation.
• The Client shall inform Ipsos prior to the commencement of the Research and the execution of a Sales Order if the Client intends to use the Research Findings in connection with any dispute resolution, litigation, arbitration or other legal proceeding of any nature (“Litigation Purposes”). The Client acknowledges that use of the Research Findings for Litigation Purposes may affect Ipsos’ recommended methodological approach and study costs. In addition, if the Client decides after the Research has been completed that it wishes to use the Research Findings for Litigation Purposes; it must first obtain the prior written consent of Ipsos, which Ipsos may withhold in its sole discretion.

26. The Client must ensure that Ipsos is credited for all published Research as “a poll/research conducted by Ipsos for ...... (Client)”.

27. Once the data has been published, it is in the public domain and Ipsos has the right to disseminate the results and technical details to other parties and to publish them.

OPINION POLLS

The following specific rules shall apply where the Research is an opinion poll:

28. Every report published by or on behalf of the Client, of the poll findings should give: for whom and by whom the sample survey was conducted, the purpose of the survey, the method, a definition of the population sampled, the size and nature of the sample, the number, type and geographical distribution of sampling points, the method by which the information was collected, the full question wording used, the margin of error, sampling methodology and dates of fieldwork and the bases of all percentages. Similar standards are applied to desk research based on published material.

29. Where data from a private poll is leaked to the media either by a Client or by a third party, Ipsos reserves the right to clarify/correct any misleading or incorrect impressions and to provide the full results and technical details.

30. Where, in reply to questions on voting intention, there are abnormal levels or sharp changes in the manner of those who say they would not vote or who are undecided, these facts will be reported.

31. In accordance with international market and social research norms the results of the questions on voting intention of the general public will only be published if these results are based on a representative sample of 1,000 or more respondents.

INDEMNIFICATION

32. The Client shall indemnify and hold harmless Ipsos, its employees, officers, directors and agents from and against any and all loss, claim or liability, including without limitation reasonable legal fees and costs, that may arise in connection with (i) the Client's disclosure of the Research Findings to any third party, (ii) the use of the Research Findings in the public domain by the Client or any third party to whom the Client has disclosed the Research Findings, (iii) the use of the Research Findings for Litigation Purposes, and (iv) any breach or violation of Sections 23-27 above. Further, the Client shall indemnify Ipsos in full in respect of any loss, expense or damage incurred by Ipsos as a result of (i) a violation of law by the Client, and (ii) any claim of intellectual property rights infringement by any third party, to the extent that such loss, expense or damage arises from information or data supplied to Ipsos by the Client or by any other party on behalf of the Client.

33. Product Testing: In the event that, for the purposes of the Research, Ipsos requires respondents to examine, test or use any products or services, the Client shall indemnify Ipsos in full against any action or claim, in relation to liability, loss, damage, costs or expenses relating to such examination, test or use of such products or services.

34. In the event that Ipsos or any of its employees, agents or subcontractors is served with or becomes subject to any subpoena, order or other legal process in a legal proceeding to which Ipsos is not a party, seeking disclosure of any materials or information related to the Research or the Research Findings that Ipsos renders or delivers to Client hereunder, then Client shall bear and/or reimburse Ipsos for all costs and expenses, including but not limited to, reasonable legal fees and costs, related to Ipsos’ response, compliance with or resistance thereto.

LIABILITY

35. Ipsos will use reasonable skill and care to ensure the accuracy of its reports, models and other presentations of Research. However, because of the nature of the services provided to the Client, Ipsos does not warrant the accuracy of the Research Findings or the data provided to the Client. In addition, Ipsos will not be responsible for its failure to provide the Research due to circumstances beyond its control.

36. The Client acknowledges that it has entered into the Agreement in reliance only on the representations, warranties promises and terms contained in the Agreement and, save as expressly set out in the Agreement, Ipsos shall have no liability in respect of any other representation, warranty or promise made prior to the date of the Agreement unless it was made fraudulently.

37. Except as expressly provided in these Ts & Cs and to the fullest extent permitted by law, Ipsos hereby disclaims all warranties, conditions or other terms implied by statute or common law with respect to the Research and the Research Findings, including but not limited to any implied warranty of fitness for purpose.

38. Ipsos excludes any liability of loss of contract, loss of profit, loss of revenue and loss of business, whether direct or indirect, and any incidental, indirect, exemplary, special or consequential loss or damage of any kind whatsoever arising out of or in connection with the contract whether or not such party was advised of the possibility of such damage and whether based in breach of contract, tort or any other theory at law or in equity.

39. The maximum liability of Ipsos for any breach of these Terms and Conditions shall be limited to the amount of fees received by it in relation to the research which is the subject of the claim.

TERMINATION

40. Either party shall have the right to terminate the Agreement with immediate effect, at any time, if the other party fails to perform any material obligation or to cure a material breach, subject to the breaching party receiving written notice of such failure to perform or material breach and provided further that such failure to perform or breach is not cured within fifteen (15) business days of receiving such notice. Clauses 15-38 shall survive the termination of this Agreement, save that if the Agreement is terminated by Ipsos for default of the Client, the Client shall have no rights to use and Ipsos shall retain all rights in the Research Findings.

GENERAL

41. All notices and other communications under the Agreement shall be given in writing to the parties at the addresses appearing in the Agreement, or to such other address specified in writing to the notifying party after the date of the Agreement and shall be deemed given on the date delivered in person, or on the next business day following delivery to a reputable overnight courier for next-day delivery, or on the third business day following mailing by certified mail, return receipt requested. For this purpose, each day is a “business day” that is not a Saturday, Sunday or national holiday.

42. Nothing in this Agreement shall create a partnership or joint venture between the parties or render a party the agent of the other nor shall a party hold itself out as such (whether by an oral or written representation or by any other conduct).

43. If either party fails to fully exercise any right, power or remedy under this Agreement, such right, power or remedy shall not be waived. No express waiver or assent by either party with respect to any breach or default under any provision of this Agreement shall constitute a waiver or assent with respect to any subsequent breach or default under that or any other provision. No waiver shall be effective unless in writing signed by the party waiving its rights hereunder.

44. To the extent that any provision of the Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Ts & Cs, it shall not affect the enforceability of the remainder of these Ts & Cs nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction. If a court or other decision-maker should determine that any provisions of this Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

45. This Agreement along with any documents annexed hereto or referred to herein sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject matter of this Agreement and shall not be modified except in writing and signed by both parties.

46. These Ts & Cs shall be governed by and construed in accordance with South African law and shall be subject to the exclusive jurisdiction of the courts of South Africa. English shall be the governing language of this Agreement. In the event that there is a conflict between the English version and any translated version, the English version shall prevail.

47. Under no circumstance shall Ipsos be responsible to Client for failure to provide the marketing research services or for its delay in performance in accordance with the Agreement due to any event or condition, not existing as of the date of signature of this Agreement, not reasonably within the control of Ipsos as of such date, which prevents in whole or in material part the performance by Ipsos of its obligations hereunder (“Force Majeure”). Without limiting the foregoing, the following shall constitute events or conditions of Force Majeure: acts of State or governmental action, terrorism, riots, disturbances, war, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion or any other cause beyond Ipsos’ reasonable control.

48. When applicable, government sales, withholding, use and/or value-added taxes shall be paid by Client in addition to the fees due under this Agreement. Client shall in no event be liable for payment of any taxes based on Ipsos’ net income or personal property. If Client is required by law to make any deduction or withholding from any sum payable by it to or for the account of Ipsos, the sum payable by Client in respect of which deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Ipsos receives and retains (free from liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made.

CESSION & ASSIGNMENT

49. No party shall be entitled to cede, assign, transfer, encumber or delegate any of its rights, obligations and/or interests in, under or in terms of this Agreement to any third party without the prior written consent of the other party, save that Ipsos shall be entitled (without any consent being required from the other party) to cede, assign, transfer, encumber or delegate any of its rights, obligations and/or interests in, under or in terms of this Agreement to any of its subsidiaries, any holding company of Ipsos or another subsidiary of any holding company of Ipsos pursuant to a group reorganisation, restructuring, merger or amalgamation of any nature whatsoever.